TIDMACPH
ACACIA PHARMA GROUP PLC
PROPOSED TRANSACTION WITH EAGLE PHARMACEUTICALS, INC.
THIS ANNOUNCEMENT CONTAINS REGULATED INFORMATION AND INSIDE
INFORMATION
Not for release, publication or distribution, in whole or in
part, directly or indirectly in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws of
such jurisdiction
For immediate release
28 March 2022, 08:00 a.m. (Brussels time)
RECOMMED SCHEME OF ARRANGEMENT
of
ACACIA PHARMA GROUP PLC
by
EAGLE PHARMACEUTICALS, INC.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including its
Appendices).
Key highlights
-- Acacia Pharma Group PLC ("Acacia") met its formulary goals for both
Barhemsys(R) and Byfavo(R) in FY2021 and continues to be encouraged that
feedback for both products is indicative of significant future commercial
potential.
-- However, Acacia's standalone financial condition has been negatively
impacted by physical access limitations caused by the global COVID-19
pandemic, and a significant latency of demand due to postponement of
surgical procedures. Accordingly, Acacia expects it would require a
minimum of approximately US$115m of additional cash to fund operations to
break-even (based on projections assuming break-even by early FY2025).
-- As a result, the Acacia Board appointed Greenhill to undertake a
comprehensive review of strategic alternatives available to maximise
value for Acacia Shareholders. The review included consideration of
options to raise additional capital, but found that the terms on which
such capital was likely to be available would have led to significant
dilution and potential destruction of value for Acacia Shareholders.
-- Following this comprehensive exploration and assessment of all strategic
alternatives, the board of directors of Acacia and the board of directors
of Eagle Pharmaceuticals, Inc. ("Eagle") hereby announce that they have
reached agreement on the terms of a transfer of the entire issued and to
be issued share capital of Acacia to Eagle by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Proposed
Transaction").
-- Under the terms of the Proposed Transaction, each Scheme Shareholder will
receive as consideration (the "Consideration"):
for each Scheme Share, EUR0.68 in cash and 0.0049 New Eagle
Shares
-- The Proposed Transaction values Acacia's existing issued and to be issued
share capital at approximately EUR94.7 million on a fully diluted basis.
-- The cash portion of the Consideration represents approximately 75 per
cent. of the total Consideration, and the New Eagle Shares that Acacia
Shareholders would receive represent approximately 25 per cent. of the
total Consideration, which represents approximately 3.8 per cent. of the
enlarged Eagle share capital in issue immediately following completion of
the Scheme. The total Consideration equates to EUR0.90 for each Scheme
Share.
-- The Consideration provides Acacia Shareholders with both up-front cash
and, through the New Eagle Shares to be acquired by Acacia Shareholders,
equity participation in the value creation potential for the enlarged
business through de-risked funding requirements, enlarged group synergies,
and being part of a well-funded entity with shares trading on a liquid
exchange.
-- Having considered all of the available alternatives as part of its
strategic review, the Acacia Board believes that the Proposed Transaction
represents the best option for Acacia Shareholders to maximise the value
of their shares, and therefore unanimously recommends the Proposed
Transaction.
-- Furthermore, the Acacia Board considers that there is a significant risk
that if the Scheme is not approved by the necessary number of Acacia
Shareholders, this could lead to a very material reduction in the value
attributable to Acacia Shares and/or an insolvency procedure relating to
the Acacia Group, which could in turn result in negligible (if any) value
being attributable to Acacia Shares.
-- In making its recommendation, the board of Acacia has considered the
financial position of Acacia given the significant operational challenges
as a result of the limited physical access to institutions resulting from
the global COVID-19 pandemic, as well as the significant latency of
demand due to the postponement of non-essential surgical procedures, as a
result of which the Acacia Group has experienced a significant reduction
in its available liquidity as the net revenue in 2021 and so far in 2022
continues to lag behind expectations.
Recommendation, irrevocable undertakings and shareholder support
for the Proposed Transaction
-- The Acacia Directors consider the Proposed Transaction to be the best
available option for Acacia Shareholders. In making this assessment, the
Acacia Directors have received financial advice from Greenhill who, in
providing its financial advice, has taken into account the commercial
assessments of the Acacia Directors. Accordingly, the Acacia Directors
intend unanimously to recommend that Acacia Shareholders vote in favour
of the Scheme at the Court Meeting and the Resolutions to be proposed at
the General Meeting, as the Acacia Directors have irrevocably undertaken
to do in respect of the 217,543 Acacia Shares which they hold and which
they control (or can procure the control of) the voting rights,
representing approximately 0.22 per cent. of the issued share capital of
Acacia on 25 March 2022, being the last business day before this
announcement.
-- In addition to the irrevocable undertakings referred to above, Eagle has
also received irrevocable undertakings from the three largest
shareholders of Acacia to vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting in
respect of the 49,012,875 Acacia Shares which they hold and which they
control (or can procure the control of) the voting rights, representing
approximately 48.56 per cent. of the issued share capital of Acacia on 25
March 2022, being the last business day before this announcement.
-- Therefore, Eagle has received irrevocable undertakings representing, in
aggregate, 49,230,418 Acacia Shares representing approximately 48.78 per
cent. of the issued share capital of Acacia.
-- Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in Appendix
3 to this announcement.
Information on Eagle
-- Eagle is a fully integrated pharmaceutical company with research and
development, clinical, manufacturing and commercial expertise. Eagle is
committed to developing innovative medicines that result in meaningful
improvements in patients' lives. Eagle's commercialised products include
vasopressin injection, PEMFEXY(TM), RYANODEX(R), BEKA(R), BELRAPZO(R),
TREAKISYM (Japan), and its oncology and CNS/metabolic critical care
pipeline includes product candidates with the potential to address
underserved therapeutic areas across multiple disease states. Additional
information is available on Eagle's website at www.eagleus.com.
-- Eagle is listed with shares of its common stock publicly traded on Nasdaq
under the trading symbol "EGRX" and has a market capitalisation of
approximately US$615 million as at 25 March 2022, being the last business
day before this announcement.
Comments on the Proposed Transaction
-- Commenting on the Proposed Transaction, Scott Byrd, Chairman of Acacia,
said:
"I am proud of the progress that Acacia has achieved in bringing
Barhemsys(R) through clinical trials to the market and in the
progress it has subsequently made in launching both this product
and Byfavo(R) in the US. Both products are designed to address
clear and important hospital needs and to date have received
positive feedback from customers and strong formulary acceptance,
positioning them well for future success. However, the global
COVID-19 pandemic has resulted in significant and sustained
challenges that have significantly disrupted hospital operations,
limited access, and dramatically increased the time and investment
required for product launches.
The Acacia Board believes this Proposed Transaction represents
an opportunity for Acacia shareholders to realise value for their
investment in cash and, through Eagle, retain an interest in the
future value that may be generated from Barhemsys(R) and Byfavo(R)
being part of a larger portfolio of hospital products, in the hands
of a well-capitalised company. We are therefore unanimously
recommending this Proposed Transaction to our shareholders."
-- Commenting on the Proposed Transaction, Scott Tarriff, President and
Chief Executive Officer of Eagle, said:
"We are delighted to announce that we have agreed to terms for
the proposed acquisition of Acacia. This will be a very important
acquisition for us, both financially and strategically. In recent
years, the pharmaceutical industry has witnessed slower uptake of
new products and longer ramp periods. In the face of further
challenges brought about by the COVID-19 pandemic, many smaller
underfunded companies experienced significant hurdles launching
products. We therefore believe that Eagle is well suited to drive
uptake of these two new products, building from Acacia's
established foundation since its launch, through our experienced
and specialised hospital-based sales organisation with minimal
additional infrastructure."
Timetable
-- The Proposed Transaction will be implemented by means of a
Court-sanctioned scheme of arrangement between Acacia and the Scheme
Shareholders under Part 26 of the Companies Act.
-- The Scheme Document, containing further information about the Proposed
Transaction and notices of the Court Meeting and General Meeting,
together with the Forms of Proxy, will be sent to Acacia Shareholders and
(for information only) participants in the Acacia Share Schemes as soon
as reasonably practicable. An expected timetable of principal events will
be included in the Scheme Document.
-- The Scheme is expected to become effective between the middle of May 2022
and 30 June 2022, subject to the satisfaction (or, where applicable,
waiver) of the terms set out in Appendix 1 to this announcement.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including its
Appendices). The Proposed Transaction will be subject to the terms
set out in Appendix 1 and to the full terms and conditions to be
set out in the Scheme Document. Appendix 2 contains the sources and
bases of certain information contained in this summary and the
following announcement. Appendix 3 contains details of the
irrevocable undertakings received by Eagle. Appendix 4 contains the
definitions of certain terms used in this summary and the following
announcement.
Enquiries
Eagle Pharmaceuticals, Inc. Tel: +1 (201) 326-5300
Scott Tarriff
William Blair (Financial Adviser to Eagle) Tel: +1 (312) 236 1600
Christian Hodneland, Eugene Kim, Ty Weston
In-Site Communications, Inc. (PR Adviser to Eagle) Tel: +1 (212) 452-2793
Lisa M. Wilson
Acacia Pharma Group plc Tel: +1 317 505 1280
Mike Bolinder
Greenhill (Joint Financial Adviser to Acacia) Tel: +44 20 7198 7400
Kevin Costantino, Rupert Hill, Dean Rodrigues, James Warr
Jefferies (Joint Financial Advisor to Acacia) Tel: +44 7827 953950
Gil Bar-Nahum
MEDiSTRAVA Consulting (PR Adviser to Acacia) Tel: +44 20 7638 9571
Frazer Hall, Mark Swallow, David Dible
Cooley (UK) LLP is acting as legal adviser to Eagle in
connection with the Proposed Transaction. NautaDutilh BV is acting
as legal adviser to Eagle in connection with Belgian law. Sullivan
& Cromwell LLP is acting as legal adviser to Acacia in
connection with the Proposed Transaction. Eubelius CVBA is acting
as legal adviser to Acacia in connection with Belgian law and
Acacia's listing on Euronext Brussels.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Proposed Transaction or otherwise,
nor the announcement of a forthcoming solicitation of any offer to
acquire or dispose of securities or of any vote or approval, nor
shall there be any sale, issuance or transfer of securities of
Acacia or Eagle in any jurisdiction. The information contained in
this announcement should not be construed to constitute any form of
advice or recommendation, including but not limited to investment,
tax, legal or other advice, and should not be relied upon as the
basis for any decision or action.
The Proposed Transaction will be implemented solely pursuant to
the terms of the Scheme Document, which will contain the full terms
and conditions of the Proposed Transaction, including details of
how to vote in respect of the Proposed Transaction. Any vote in
respect of the Scheme or other response in relation to the Proposed
Transaction should be made only on the basis of the information
contained in the Scheme Document.
This announcement does not constitute a prospectus or a
prospectus-equivalent document.
Please be aware that addresses, electronic addresses and certain
other information provided by Acacia Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Acacia may be provided to Eagle in relation to
the Scheme.
William Blair is acting as financial adviser exclusively for
Eagle and no one else in connection with the Proposed Transaction;
will not regard any other person as a client in relation to the
Proposed Transaction and will not be responsible to anyone other
than Eagle for providing the protections afforded to clients of
William Blair or its affiliates, nor for providing advice in
relation to the Proposed Transaction or any other matters referred
to in this announcement. Neither William Blair nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of William
Blair in connection with this announcement, any statement contained
herein, the Proposed Transaction or otherwise.
Greenhill and Jefferies are acting as joint financial advisers
exclusively for Acacia and no-one else in connection with the
Proposed Transaction; will not regard any other person as a client
in relation to the Proposed Transaction and will not be responsible
to anyone other than Acacia for providing the protections afforded
to clients of Greenhill, Jefferies or their respective affiliates,
nor for providing advice in relation to the Proposed Transaction or
any other matters referred to in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement,
or any copy thereof, in or into jurisdictions other than the UK and
Belgium may be restricted by law and therefore any persons who are
resident in, or who are subject to the law of, any jurisdiction
other than the UK and Belgium should inform themselves about, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
or Belgium to vote their Acacia Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Proposed Transaction disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Copies of this announcement and formal documentation relating to
the Scheme and the Proposed Transaction will not be, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send such documents in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Proposed Transaction.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Additional information for United States investors
The Proposed Transaction relates to the securities of an English
company and is proposed to be effected by means of a scheme of
arrangement provided for under English law and which will be
subject to procedural and disclosure requirements and practices
applicable in the UK to schemes of arrangement, which are different
from those that may be applicable in the United States. The
financial information included in this announcement and the Scheme
documentation, if any, has been or will have been prepared in
accordance with International Financial Reporting Standards and
thus may not be comparable to financial information of United
States companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
The New Eagle Shares are being offered pursuant to the Scheme
and will be issued in reliance on the exemption from the
registration requirements of the United Stated Securities Act of
1933, as amended, provided by Section 3(a)(10) thereof.
Each Acacia Shareholder is urged to consult his or her tax
adviser regarding the tax consequences of the Proposed Transaction
applicable to him or her.
It may be difficult for United States holders to enforce their
rights and any claims they may have arising under the United States
federal securities laws.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Proposed Transaction, and other information published by Eagle
and/or Acacia contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Eagle and Acacia about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement may include statements relating to
the expected effects of the Proposed Transaction on Eagle and
Acacia, the expected timing and scope of the Proposed Transaction
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. These statements include, but are not limited to,
statements regarding future events such as: the strategic fit of
Barhemsys(R) and Byfavo(R) with Eagle's specialised hospital-based
salesforce; statements regarding the addressable market size and
commercial potential for Barhemsys(R) and Byfavo(R) and other
products or product candidates; the expected structure, anticipated
synergies, terms, timing and closing of the Proposed Transaction;
Eagle's marketing, product development, partnering and growth
strategy, including relating to the commercialisation of
Barhemsys(R) and Byfavo(R), and the ability of Acacia's technology
and know-how to help Eagle achieve its strategy; the expectation
that the addition of Barhemsys(R) and Byfavo(R) will be accretive
to Eagle, and the timing thereof; the expected sources of financing
for the Proposed Transaction; the ability of Eagle to expand the
application of the Acacia products; the timing, scope or likelihood
and timing of regulatory filings and approvals from the FDA for
Eagle's product candidates, including landiolol; the ability of
Barhemsys(R) and Byfavo(R) to address unmet clinical needs; the
ability of Barhemsys(R) to offer significant economic savings to
hospitals and ambulatory centres; the ability of Byfavo(R) to offer
potential health economic benefits and enable shorter procedure
times and greater patient throughput; the ability of the Proposed
Transaction to create value for Eagle's shareholders; and the
ability of Eagle's executive team to execute on Eagle's strategy
and build stockholder value.
Although Eagle and Acacia believe that the expectations
reflected in such forward-looking statements are reasonable, Eagle
and Acacia can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, changes
in the global political, economic, business and competitive
environments (including, but not limited to, the impacts of the
COVID-19 pandemic and geopolitical events such as the conflict in
Ukraine); inability to obtain, or meet conditions imposed for,
required governmental and regulatory approvals; interruptions or
other adverse effects to clinical trials; legal or regulatory
developments and changes, including, but not limited to, changes in
environmental and health and safety regulations; government
actions; foreign exchange rate and interest rate fluctuations;
changes in tax rates; weak, volatile or illiquid capital and/or
credit markets; market position of the companies comprising the
Acacia Group; earnings; financial position; cash flows; return on
capital and operating margins; anticipated investments; the ability
of Eagle or the Acacia Group to obtain capital/additional finance;
an unexpected decline in revenue or profitability; retention of
senior management; the maintenance of labour relations;
fluctuations in commodity prices and other input costs; operating
and financial restrictions as a result of financing arrangements;
changes in consumer habits and preferences including a reduction in
demand by customers; competitive product and pricing pressures;
future business combinations or disposals; success of business and
operating initiatives; changes in the level of capital investment;
manufacturing and supply chain interruptions, adverse effects on
healthcare systems, disruption in the operations of third party
partners and disruption of the global economy, and the overall
impact of the COVID-19 pandemic or other events on Eagle or
Acacia's business, financial condition and results of operations;
whether Eagle will successfully implement its development plan for,
and successfully market and commercialise, its product candidates;
the success of relationships with partners; the availability and
pricing of third party sourced products and materials; the outcome
of litigation involving any products or that may have an impact on
any of Eagle or Acacia's products; successful compliance with the
FDA and other governmental regulations applicable to product
approvals, manufacturing facilities, products and/or businesses;
the strength and enforceability of Eagle or Acacia's intellectual
property rights or the rights of third parties; competition from
other pharmaceutical and biotechnology companies and the potential
for competition from generic entrants into the market; the risks
inherent in the early stages of drug development and in conducting
clinical trials; the outcome of Acacia's shareholder vote, the
Court and other closing conditions; and factors in addition to the
foregoing that may impact Eagle or Acacia's expectations,
including, among other things, any potential business development
transactions, acquisitions, restructurings or legal settlements, in
addition to any unanticipated factors, that may cause actual
results and outcomes to materially differ.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Eagle nor Acacia,
nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Eagle or Acacia is under
any obligation, and Eagle and Acacia expressly disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period, and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Eagle or Acacia, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Eagle or Acacia, as appropriate.
Hard copies
Acacia Shareholders may request a hard copy of this announcement
and any information incorporated into it by reference to another
source in hard copy form by writing to Acacia Pharma Group PLC, The
Officers' Mess Royston Road, Duxford, Cambridge, England, CB22 4QH
or by calling Anne-Marie Elsley, Company Secretary on
+441223919760, during normal business hours. A hard copy of this
announcement will not be sent unless so requested. Acacia
Shareholders may also request that all future documents,
announcements and information sent in relation to the Proposed
Transaction should be sent in hard copy form, again by writing to
the address set out above or by calling the telephone number
above.
Attachment
-- Acacia Pharma - Form of Announcement
https://ml-eu.globenewswire.com/Resource/Download/bd8d6901-8a2e-45a7-add6-6fb4c8d532e1
(END) Dow Jones Newswires
March 28, 2022 02:00 ET (06:00 GMT)
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